Stockholders’ Equity | Note 8 – Stockholders’ Equity Common Shares During the year ended October 31, 2023, the Company issued 95,239 4,381 During the year ended October 31, 2023, the Company issued 19,048 130,478 During the year ended October 31, 2022, the Company issued 1,888 65,323 1,190,477 40,744 1,625,650 The Company’s stock-based compensation for Common Stock issued for services for the fiscal years ended October 31, 2023, and October 31, 2022, was $ 0 237,702 Restricted Stock Unit Awards During the year ended October 31, 2022, 5,870 172,379 2,130 59,862 On March 4, 2022, the Company’s Board approved the termination of the RSU agreements with the consent of the employees. At the time these agreements were terminated, there remained 1,564,166 4,457,875 Series A Convertible Preferred Stock Each share of the Series A Preferred Stock was initially convertible into 100 shares of Common Stock; However, it was affected by a subsequent reverse stock split also, the conversion rate was adjusted such that each share of the Series A Preferred Stock is convertible into approximately 0.3968 shares of Common Stock. 3,000,000 3,000,000 0.3968 1,190,477 Series B Convertible Preferred Stock The Company issued 900,000 15 15 The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of Series B Preferred Stock which may only occur on or after the following dates 18 month, 24 month, 36, month, 48 month, and 60 month anniversary of the original issuance date; and only up to 180,000 number of shares of Series B Preferred Stock on each of the these dates. Stock Options Summary of stock options information is as follows: Schedule of stock options Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2021 7,143 $ 3,074,010 $ 191.52 602.28 $ 430.17 Granted 148,124 6,708,460 21.63 59.85 45.29 Exercised — — — — Cancelled, forfeited, or expired (2,778 ) (861,041 ) 191.52 545.58 309.95 Outstanding, October 31, 2022 152,489 8,921,429 21.63 602.28 58.50 Granted 300,188 5,314,460 10.08 20.72 17.66 Exercised — — — — Cancelled, forfeited, or expired (3,571 ) (154,481 ) 43.26 43.26 Outstanding, October 31, 2023 449,106 $ 14,081,408 $ 10.08 602.28 31.36 Exercisable, October 31, 2023 185,496 $ 9,194,852 $ 12.81 602.28 $ 49.57 The fair value of each option granted during the year ended October 31, 2023 and 2022 was estimated on the date of grant using the Black-Scholes option-pricing model with the weighted average assumptions in the following table: Schedule of assumptions 2023 2022 Expected dividend yield 0 % 0 % Expected option term (years) 6.25 10 10 Expected volatility 270.98 286.91 % 279.81 288.93 % Risk-free interest rate 3.47 4.34 % 1.74 3.13 % The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Common Stock. The assumed discount rate was the default risk-free ten-year interest rate for US Treasury bills. During the year ended October 31, 2022, the Company recognized stock option expense of $ 6,043,312 1,716,795 9.52 50,000 On February 27, 2022, non-qualified stock options exercisable for up to 9,524 489,998 51.45 288.93 10 1.83 On April 22, 2022, non-qualified stock options exercisable for up to 3,571 106,499 29.82 286.00 10 2.90 On May 18, 2022, non-qualified stock options exercisable for up to 23,810 514,997 21.63 284.70 10 2.89 On August 1, 2022, non-qualified stock options exercisable for up to 1,190 29,000 24.36 281.14 10 2.60 On August 24, 2022, non-qualified stock options exercisable for up to 2,381 65,999 27.72 279.81 10 3.11 On March 4, 2022, options exercisable for up to an aggregate of 65,981 3,948,948 59.85 294.55 10 1.62 On June 24, 2022, non-qualified stock options exercisable for up to 41,667 17,858 23,809 1,504,990 36.12 283.12 10 3.13 During the year ended October 31, 2023, the Company recognized stock option expense of $ 3,168,430 3,904,525 8.99 0 On November 9, 2022, non-qualified stock options exercisable for up to 11,905 246,747 20.72 275.68 10 4.12 On November 9, 2022, non-qualified stock options exercisable for up to 142,857 180,000,000 3 2,960,968 20.72 275.68 10 4.12 10,387 15 On February 6, 2023, non-qualified stock options exercisable for up to 7,141 109,499 15.33 270.98 10 3.63 On February 6, 2023, non-qualified stock options exercisable for up to 47,620 50 729,988 15.33 270.98 10 3.63 On February 6, 2023, non-qualified stock options exercisable for up to 17,856 273,747 15.33 270.98 10 3.63 On February 6, 2023, non-qualified stock options exercisable for up to 9,524 100,000,000 145,998 15.33 270.98 10 3.63 On March 3, 2023, non-qualified stock options exercisable for up to 2,381 30,650 12.817 286.91 10 3.97 On March 19, 2023, non-qualified stock options exercisable for up to 11,904 217,498 18.27 286.15 10 3.47 On July 8, 2023, incentive stock options exercisable for up to 2,381 39,409 16.56 280.34 6.25 4.01 On August 1, 2023, incentive stock options exercisable for up to 39,095 These stock options have a ten-year term from the grant date, with the shares vesting as following: 1/4 of options on August 1, 2024 and thereafter 1/36 per month through August 1, 2027. 485,000 12.41 270.03 6.25 4.05 On August 22, 2023, incentive stock options exercisable for up to 7,524 These stock options have a ten-year term from the grant date, with the shares vesting as following: 1/4 of options on August 22, 2024 and thereafter 1/36 per month through August 22, 2027. 75,808 10.08 278.31 6.25 4.34 Common Stock Compensation Transition Plan During the second quarter of fiscal year 2021 the Board and executive management began cost reduction discussions, including the reduction of non-cash items such as equity compensation awards. Those discussions stalled primarily due to the focus on other corporate events of significant value. In the first and second fiscal quarters of 2022, the Board resumed discussions, assessments, and evaluations regarding the equity compensation awarded to its officers and employees. The Board ultimately approved a stock option program for equity awards granted to its officers and employees. The Compensation Committee of the Board finalized the program in February 2022 and approved it in March 2022. While evaluating and designing this program, the Compensation Committee did not utilize any aspects of value to the employees or other features. Therefore, the termination of the RSU program and the newly adopted stock option program were developed completely independent of each other and terminated and implemented, respectively, distinctly and simultaneously. Management concluded under ASC 718 these transactions are a cancelation and replacement whereby total compensation cost measured at the date of a cancellation and replacement is the portion of the grant-date fair value of the original award for which the service is expected to be rendered at that date plus the incremental cost resulting from the cancellation and replacement. Incremental cost is measured as the excess of the fair value of the replacement award over the fair value of the cancelled award at the cancellation date in which there was none since the fair value of the replacement award was less than the fair value of the canceled award. The outcomes of this decision and the transition on March 4, 2022, resulting in: (i) the termination of the RSU program for all executive officers and employees, consisting of 1,564,166 Warrants Summary Warrant Shares information is as follows: Schedule of warrant information Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2021 151,139 $ 6,030,452 $ 39.90 $ 39.90 Granted — Exercised (40,743 ) (1,625,650 ) 39.90 39.90 Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2022 110,396 4,404,802 39.90 39.90 Granted 132,152 9,544,205 12.39 126.00 72.22 Exercised — Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2023 242,548 $ 13,949,006 $ 12.39 126.00 $ 57.51 Exercisable, October 31, 2023 242,548 $ 13,949,006 $ 12.39 126.00 $ 57.51 The outstanding warrants as of October 31, 2023 and 2022 have a weighted average remaining contractual life of 3.44 3.92 0 As part of the Company’s underwritten public offering in September 2021, the Company issued warrants to purchase a total of 193,036 39.90 40,743 1,625,650 The Company issued a common stock purchase warrant to purchase an aggregate of 95,240 63.00 84.00 105.00 126.00 23,810 The Company issued a common stock purchase warrant to purchase an aggregate of 17,524 5 14.70 The Company entered into a financial advisor and placement agent agreement in April 2023 with an advisor. As part of the consideration for the advisor’s services, the Company will issue warrants to purchase an aggregate of 17,143 15.33 During the twelve (12) month engagement period, the Company will grant the advisor warrants to purchase 1,429 shares of Common Stock each month. The Company issued the first six (6) months of warrants to purchase 8,572 shares of Common Stock upon the execution of the agreement and will issue monthly warrants each month at a rate of 1,429 warrants per month until 17,143 warrants have been issued in aggregate. 15,715 218,909 The Company entered into a financial advisor and placement agent agreement in August 2023 with an advisor. As part of the consideration for the advisor’s services, the Company issued warrants to purchase an aggregate of 3,673 12.39 The Company determined the fair value of the warrants using the Black-Scholes option-pricing model with the following assumptions: Schedule of fair value of the warrants Expected term (years) 5 Expected volatility 243.20 247.90 % Risk-free interest rate 3.81 4.18 % The expected term represents the contractual term of the warrant. The expected volatility was based on the Company’s observed equity volatility over the period matching the term of the warrant. The assumed discount rate was the risk-free rate based on the rate of treasury securities with the same or similar term as warrant. |